CRMZ 10-Q/A
Creditriskmonitor Com Inc (CRMZ)
10-Q/A
2026-08-19
For: 2026-03-31
View Original
Added on
August 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number: 1-8601
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Address Not Applicable1
(Address of principal executive offices, including zip code)
(845 ) 230-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered |
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None
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N/A
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N/A
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | ||||
| | Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | | ☑ | Smaller reporting company | |
| | Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The Company’s common stock is traded on the OTCQX Tier of OTC Markets. There were 10,767,501 shares of common stock $.01 par value outstanding as of August 19, 2026.
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, each as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.
EXPLANATORY NOTE
The Company’s management made this determination following a nexus study conducted with an external tax advisor, after which the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result of the nexus study, the Company concluded it had a sales and use tax liability and income tax liability related to prior periods. The Company is pursuing Voluntary Disclosure Agreements (“VDAs”) to address this liability, and is in various stages of review, submission, acceptance, and payment with each state impacted. In connection with the foregoing, the Company also identified a material weakness in the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements, as further described in Item 4 of Part 1 of this Quarterly Report on Form 10-Q/A. The Company has subsequently engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.
2
CREDITRISKMONITOR.COM, INC.
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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PART I. FINANCIAL INFORMATION
CREDITRISKMONITOR.COM, INC.
MARCH 31, 2026 AND DECEMBER 31, 2025
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
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(Unaudited and As Restated) | (As Restated) | |||||||
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | $ | ||||||
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Held-to-maturity securities
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| Accounts receivable, net of allowance for credit losses of $ |
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Other current assets
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Total current assets
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Held-to-maturity securities
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Property and equipment, net
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Operating lease right-of-use asset, net
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Goodwill
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Deferred tax assets, net
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Total assets
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$ | $ | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Unexpired subscription revenue
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$ | $ | ||||||
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Accounts payable
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Operating lease liability
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Accrued expenses
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Total current liabilities
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Unexpired subscription revenue, less current portion
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Operating lease liability, less current portion
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Total liabilities
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Stockholders’ equity:
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| Preferred stock, $ |
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| Common stock, $ |
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Additional paid-in capital
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Accumulated deficit
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( | ) | ( | ) | ||||
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Total stockholders’ equity
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Total liabilities and stockholders’ equity
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$ | $ | ||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| 2026 | 2025 | |||||||
| (As Restated) | (As Restated) | |||||||
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Operating revenues
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$ | $ | ||||||
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Operating expenses:
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Data and product costs
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Selling, general and administrative expenses
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Depreciation and amortization
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Total operating expenses
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Loss from operations
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( | ) | ( | ) | ||||
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Other income, net
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(Loss) income before income taxes
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( | ) | ||||||
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Benefit (provision) for income taxes
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( | ) | ||||||
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Net loss
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$ | ( | ) | $ | ( | ) | ||
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Net loss per share – Basic and diluted
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$ | $ | ||||||
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Weighted average number of common shares outstanding
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Basic
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Diluted
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See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| Total | ||||||||||||||||||||
| Additional | Accumulated | Shareholders' | ||||||||||||||||||
| Common Stock | Paid-in | Deficit | Equity | |||||||||||||||||
| Shares | Amount | Capital | (As Restated) | (As Restated) | ||||||||||||||||
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Balance January 1, 2025
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$ | $ | $ | ( | ) | $ | ||||||||||||||
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Net loss
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- | ( | ) | ( | ) | |||||||||||||||
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Stock-based compensation
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- | |||||||||||||||||||
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Balance March 31, 2025
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$ | $ | $ | ( | ) | $ | ||||||||||||||
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Balance January 1, 2026
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$ | $ | $ | ( | ) | $ | ||||||||||||||
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Net loss
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- | ( | ) | ( | ) | |||||||||||||||
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Stock-based compensation
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- | |||||||||||||||||||
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Balance March 31, 2026
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$ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| 2026 | 2025 | |||||||
| (As Restated) | (As Restated) | |||||||
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Cash flows from operating activities:
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Net loss
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$ | ( | ) | $ | ( | ) | ||
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Adjustments to reconcile net loss to net cash used by operating activities:
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Amortization of bond discount
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Depreciation and amortization
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Stock-based compensation
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Changes in operating assets and liabilities:
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Accounts receivable, net
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( | ) | ||||||
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Other current assets
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Unexpired subscription revenue
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Accounts payable
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Accrued expenses
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Net cash used in operating activities
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Cash flows from investing activities:
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Proceeds from held-to-maturity securities
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Purchase of held-to-maturity securities
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Purchase of property and equipment
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Net cash (used in) provided by investing activities
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Net decrease in cash and cash equivalents
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( | ) | ( | ) | ||||
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at end of period
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$ | $ | ||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
(Unaudited)
(1) Overview and Basis of Presentation
CreditRiskMonitor.com, Inc. (the “Company” or “CreditRiskMonitor.com”) provides interactive business-to-business Software-as-a-Service (“SaaS”) subscription products designed specifically for credit and supply chain risk managers. These products are sold predominantly to corporations located in the United States.
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures required by generally accepted accounting principles (“GAAP”) in the United States for complete financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed financial statements reflect all material adjustments, including normal recurring accruals, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented, and have been prepared in a manner consistent with the audited financial statements for the fiscal year ended December 31, 2025.
The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for an entire fiscal year.
The December 31, 2025 condensed balance sheet has been derived from the audited financial statements at that date, but does not include all disclosures required by GAAP for complete financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and the footnotes for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K/A.
(2) Restatement of Previously Issued Financial Statements
In connection with a nexus study conducted with an external tax advisor, the Company’s management identified errors in previously issued financial statements. Management prepared a quantitative and qualitative analysis of the errors described below, in accordance with the SEC Staff's Accounting Bulletin ("SAB") Nos. 99 Materiality and No. 108, Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded the aggregate impact of all the errors is material to the Company's previously reported financial statements as of and for the three months ended March 31, 2026 and 2025. As a result, the Company’s management and the Audit Committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued unaudited condensed financial statements as of and for the three months ended March 31, 2026 and 2025, as previously reported in its Form 10-Q.
The accompanying condensed financial statements as of and for the three months ended March 31, 2026 and 2025 have been restated from amounts previously reported. The restated classification and reported values of the errors noted from the nexus study are included in the condensed financial statements herein. The Company has also restated related amounts within the accompanying footnotes to the condensed financial statements to conform to the corrected amounts in the condensed financial statements.
Description of Restatement Errors
Based on a nexus study, the Company determined that it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result, the Company concluded that it had a historical state sales and use tax liability and income tax liability related to prior periods. The Company subsequently pursued Voluntary Disclosure Agreements (“VDAs”) to address this liability and to mitigate future exposure based on counsel of its tax advisor.
The liability includes an estimate for each state, to account for any interest that is due on the base tax amount owed. The error resulted in an understatement of accrued expenses for state and local sales tax and income tax, including related interest in the previously issued financial statements as of and for the three months ended March 31, 2026 and 2025. As a result of correcting this liability, selling, general and administrative expenses; income tax expense; and interest expense were increased in the affected periods. The underlying sales tax obligations are appropriately recognized and the Company is in various stages of VDA review, submission, acceptance and payment with the states impacted. The Company has subsequently engaged an independent third party provider of automated sales tax solutions to support with compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.
Financial Statements - Restatement Reconciliation Tables
In accordance with Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, the Company has corrected this error by restating previously issued financial statements.
The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods indicated. The amounts in the "As Restated" columns are the updated amounts including the impacts from the restatement. Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity.
Balance Sheet – as of December 31, 2025:
| As Previously Reported | Adjustment | As Restated | ||||||||||
| Deferred tax assets, net | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| Accrued expenses | ||||||||||||
| Total current liabilities | ||||||||||||
| Deferred tax liabilities, net | ( | ) | ||||||||||
| Total liabilities | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total stockholders’ equity | $ | $ | ( | ) | $ | |||||||
Balance Sheet – as of March 31, 2026:
| As Previously Reported | Adjustment | As Restated | ||||||||||
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Deferred tax assets, net
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$ | $ | $ | |||||||||
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Total assets
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Accrued expenses
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Total current liabilities
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Deferred tax liabilities, net
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( | ) | ||||||||||
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Total liabilities
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Accumulated deficit
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( | ) | ( | ) | ( | ) | ||||||
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Total stockholders’ equity
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$ | $ | ( | ) | $ | |||||||
Statement of Operations – Three Months Ended March 31, 2026:
| As Previously Reported | Adjustment | As Restated | ||||||||||
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Selling, general, and administrative expenses
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$ | $ | $ | |||||||||
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Total operating expenses
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Loss from operations
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( | ) | ( | ) | ( | ) | ||||||
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Other income, net
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( | ) | ||||||||||
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Income (loss) before income taxes
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( | ) | ( | ) | ||||||||
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Benefit (provision) for income taxes
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( | ) | ||||||||||
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Net income (loss)
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( | ) | ( | ) | ||||||||
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Net income (loss) per share – Basic and diluted
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$ | $ | ( | ) | $ | |||||||
Statement of Operations – Three Months Ended March 31, 2025:
| As Previously Reported | Adjustment | As Restated | ||||||||||
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Selling, general, and administrative expenses
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$ | $ | $ | |||||||||
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Total operating expenses
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Income from operations
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( | ) | ( | ) | ||||||||
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Other income, net
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( | ) | ||||||||||
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Income before income taxes
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( | ) | ||||||||||
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Provision for income taxes
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( | ) | ( | ) | ( | ) | ||||||
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Net income (loss)
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( | ) | ( | ) | ||||||||
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Net income (loss) per share – Basic and diluted
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$ | $ | ( | ) | $ | |||||||
Statements of Stockholders' Equity – Three Months Ended March 31, 2026:
| As Previously Reported | Adjustment | As Restated | ||||||||||
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Balance as of January 1, 2026
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Accumulated deficit
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$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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Total stockholders’ equity
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( | ) | ||||||||||
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Balance as of March 31, 2026
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Accumulated deficit
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$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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Total stockholders’ equity
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( | ) | ||||||||||
No other components of stockholders' equity, including preferred stock, common stock and additional paid-in capital, were affected by this restatement.
Statements of Stockholders' Equity – Three Months Ended March 31, 2025:
| As Previously Reported | Adjustment | As Restated | ||||||||||
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Balance as of January 1, 2025
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Accumulated deficit
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$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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Total stockholders’ equity
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( | ) | ||||||||||
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Balance as of March 31, 2025
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Accumulated deficit
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$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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Total stockholders’ equity
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( | ) | ||||||||||
No other components of stockholders' equity, including preferred stock, common stock and additional paid-in capital, were affected by this restatement.
Statements of Cash Flows – Three Months Ended March 31, 2026:
| As Previously Reported | Adjustment | As Restated | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accrued expenses | ( | ) | ( | ) | ||||||||
Statements of Cash Flows – Three Months Ended March 31, 2025:
| As Previously Reported | Adjustment | As Restated | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accrued expenses | ( | ) | ( | ) | ||||||||
(3) Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which provides for improvements to income tax disclosures primarily related to rate reconciliation and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025 and the adoption of this update did not have a significant impact on the Company’s financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to improve disclosures about a public entity’s expenses by requiring disclosure of additional information about the types of expenses commonly presented in the financial statements on an annual and interim basis. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of this pronouncement on its financial statements.
(4) Revenue Recognition
The Company applies FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), to recognize revenue. ASC 606 requires an entity to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. The Company’s primary source of revenue is subscription income which is recognized ratably over the subscription term.
(5) Stock-Based Compensation
The Company applies ASC 718, Compensation–Stock Compensation (Topic 718) (“ASC 718”), to account for stock-based compensation.
The table below summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations in accordance with ASC 718 for the three months ended March 31, 2026 and 2025, respectively, as follows:
| 3 Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
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Data and product costs
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$ | $ | ||||||
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Selling, general and administrative expenses
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| $ | $ | |||||||
(6) Fair Value Measurements
The Company’s cash, cash equivalents and marketable securities are stated at amortized cost, which approximate fair value. The carrying values of accounts receivable, other current assets, accounts payable, and accrued expenses approximate fair market value because of the short maturity of these financial instruments.
The Company’s cash equivalents are generally classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
All held-to-maturity securities as of March 31, 2026 and December 31, 2025 were U.S. Treasury securities. Investments in these government securities are based on quoted market prices in active markets, and are included in the Level 1 fair value hierarchy.
The tables below set forth the Company’s cash and cash equivalents, as well as marketable securities as of March 31, 2026 and December 31, 2025, respectively, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
| March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
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Cash and cash equivalents
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$ | $ | $ | $ | ||||||||||||
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Held-to-maturity securities
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| $ | $ | $ | $ | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
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Cash and cash equivalents
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$ | $ | $ | $ | ||||||||||||
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Held-to-maturity securities
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| $ | $ | $ | $ | |||||||||||||
The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 2 or 3 categories as of March 31, 2026 or December 31, 2025, respectively.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
(7) Marketable Securities
Based upon the Company’s intent and ability to hold its U.S. Treasury securities to maturity, such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates fair market value. Maturities on these U.S. Treasury security holdings range from 19 to 25 months from the date of purchase. Accrued bond interest receivable as of March 31, 2026 and December 31, 2025 was $96,197 and $97,024 , respectively, and is included in other current assets on the Condensed Balance Sheets.
The tables below summarize the Company’s cost and fair value of marketable securities as of March 31, 2026 and December 31, 2025, respectively, as follows:
| March 31, 2026 | ||||||||||||
| Amortized Cost | Gross Unrealized Gain | Fair Value | ||||||||||
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Held-to-maturity securities
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U.S. Treasury securities
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$ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Amortized Cost | Gross Unrealized Gain | Fair Value | ||||||||||
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Held-to-maturity securities
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U.S. Treasury securities
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$ | $ | $ | |||||||||
Maturities of marketable securities as of March 31, 2026 and December 31, 2025, respectively, are as follows:
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March 31, 2026 |
December 31, 2025 | |||||||
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Held-to-maturity securities:
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Due in one year or less
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$ | $ | ||||||
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Due in 12 – 24 months
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| $ | $ | |||||||
The Company’s investments in marketable securities consist of investments in U.S. Treasury securities. Market values were determined for each individual security in the investment portfolio.
Management evaluates securities for other-than-temporary impairment at least on an annual basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Management has determined that no other-than-temporary impairment exists as of March 31, 2026.
(8) Net Loss per Share
Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options.
|
3 Months Ended March 31, |
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| 2026 | 2025 | |||||||
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Weighted average common shares outstanding – basic
|
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Potential shares exercisable under stock option plans
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Less: Shares which could be repurchased under treasury stock method
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Weighted average common shares outstanding – diluted
|
||||||||
For the three months ended March 31, 2026, diluted net loss per share is the same as basic net loss per share because the effect of potential common shares was anti-dilutive due to the net loss reported for the period.
For the three months ended March 31, 2025, diluted net loss per share is the same as basic net loss per share because the effect of potential common shares was anti-dilutive due to the net loss reported for the period.
(9) Commitments and Contingencies
From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the condensed financial statements of the Company.
(10) Segment Reporting
The Company has a operating and reportable segment: SaaS subscription products. This segment includes add-ons and enhancements that can only be accessed with an active base subscription to its SaaS subscription products. The products are used mainly by subscribers to analyze commercial financial risk for the purpose of extending trade credit, evaluating supply chains, and managing the counterparty risk associated with these relationships.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer and President. The CODM makes operating decisions, assesses performance and allocates resources using the entity-wide revenue and expense information reported on the Condensed Statements of Operations and the more detailed significant expense categories disclosed in the table below. The primary measure of segment profit is net income as reported on the Condensed Statements of Operations.
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3 Months Ended March 31, |
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2026
(As Restated) |
2025
(As Restated) |
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Segment operating revenues
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$ | $ | ||||||
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Less: Significant segment expenses
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Data and product costs
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Employee expenses
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Data feed expenses
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Hosting and computer services expenses
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Other data and product costs
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Data and product costs subtotal
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Selling, general and administrative expenses
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Employee expenses
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Professional fee expenses
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Marketing expenses
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Occupancy expenses (1)
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Other general and administrative expenses
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Selling, general and administrative expenses subtotal
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Other significant segment items
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Depreciation and amortization
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Other (income), net
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( |
) | ( |
) | ||||
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Provision (benefit) for income taxes
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( |
) | ||||||
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Segment net loss
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$ | ( |
) | $ | ( |
) | ||
(1) Prior to the expiration of the Company’s leased office space on July 31, 2025, occupancy expenses included rent, utilities, repairs, and office supplies. Post expiration, occupancy expenses included the rental of virtual office space for Company meetings.
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been amended and restated to give effect to the restatement of our financial statements, as more fully described in Note 2 to our financial statements entitled “Restatement of Previously Issued Financial Statements.” For further detail regarding the restatement, see “Explanatory Note” and “Item 4. Controls and Procedures.”
Business Environment
Our strategic priorities and plans for 2026 are to continue building on the improvement initiatives underway to enhance our value proposition to subscribers while continuing to achieve sustainable, profitable growth.
The continuing uncertainty in the worldwide financial system has negatively impacted general business conditions. It is possible that a weakened economy could adversely affect our subscribers’ discretionary spending for financial risk information, or even their solvency, but the Company cannot predict whether or to what extent this will occur. The potential impact of Artificial Intelligence (“AI”) technology on the SaaS industry and the ability of our Company to adapt to advancements in AI are additional uncertainties that may affect our business.
Financial Condition, Liquidity and Capital Resources
The table below presents selected financial information and statistics as of March 31, 2026 and December 31, 2025 (dollars in thousands):
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (As Restated) | (As Restated) | |||||||
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Cash and cash equivalents
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$ | 5,715 | $ | 6,248 | ||||
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Held-to-maturity securities, current
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$ | 11,680 | $ | 10,619 | ||||
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Held-to-maturity securities, non-current
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$ | 971 | $ | 1,997 | ||||
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Accounts receivable, net
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$ | 3,210 | $ | 3,787 | ||||
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Working capital
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$ | 7,578 | $ | 6,585 | ||||
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Cash ratio
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0.40 | 0.41 | ||||||
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Quick ratio
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1.46 | 1.36 | ||||||
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Current ratio
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1.54 | 1.43 | ||||||
As of March 31, 2026, the Company had approximately $5.7 million in cash and cash equivalents, a decrease of approximately $533 thousand from December 31, 2025. The Company had approximately $12.7 million in total held-to-maturity assets (current and non-current) comprised of U.S. Treasury securities as compared to approximately $12.6 million as of December 31, 2025.
The main component of current liabilities as of March 31, 2026 was unexpired subscription revenue of approximately $10.8 million, which should not require significant future cash outlay, as this is annual recurring revenue, other than the cost of preparation and delivery of the applicable commercial credit reports, which cost much less than the unexpired subscription revenue shown. Unexpired subscription revenue is recognized as income over the subscription term, which approximates 12 months. The unexpired subscription revenue balance does not include the total contract value of multi-year, noncancellable contracts that are billed annually.
The Company has no debt. The Company has no bank lines of credit or other currently available credit sources.
Further, the Company believes that its existing balances of cash and cash equivalents and cash generated from operations will be sufficient to satisfy its anticipated cash requirements through at least the next 12 months and the foreseeable future. However, the Company’s liquidity could be negatively affected if it were to make an acquisition or license products or technologies, which may require the need to raise additional capital through future debt or equity financing. Additional financing may not be available or on terms favorable to the Company.
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements.
Results of Operations
|
(Unaudited)
3 Months Ended March 31, |
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| 2026 (As Restated) | 2025 (As Restated) | |||||||||||||||
| Amount |
% of Total Operating Revenues |
Amount |
% of Total Operating Revenues |
|||||||||||||
|
Operating revenues
|
$ | 4,986,878 | 100 | % | $ | 4,871,412 | 100 | % | ||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
2,520,905 | 51 | % | 2,283,374 | 47 | % | ||||||||||
|
Selling, general and administrative expenses
|
2,627,637 | 53 | % | 2,613,546 | 54 | % | ||||||||||
|
Depreciation and amortization
|
53,820 | 1 | % | 85,720 | 2 | % | ||||||||||
|
Total operating expenses
|
5,202,362 | 105 | % | 4,982,640 | 103 | % | ||||||||||
|
Loss from operations
|
(215,484 | ) | (5 | )% | (111,228 | ) | (3 | )% | ||||||||
|
Other income, net
|
140,674 | 3 | % | 157,867 | 3 | % | ||||||||||
|
(Loss) income before income taxes
|
(74,810 | ) | (2 | )% | 46,639 | 0 | % | |||||||||
|
Provision for income taxes
|
22,487 | − | (54,448 | ) | (1 | )% | ||||||||||
|
Net loss
|
$ | (52,323 | ) | (2 | )% | $ | (7,809 | ) | (1 | )% | ||||||
Operating revenues increased approximately $115 thousand, or 2%, for the first quarter of fiscal 2026 compared to the same period of fiscal 2025. This overall revenue growth resulted from an increase in SaaS subscription product revenue, attributable to increased sales to new and existing subscribers, as well as related price increases for subscriptions.
Data and product costs increased approximately $238 thousand, or 10%, for the first quarter of fiscal 2026 compared to the same period of fiscal 2025. The increase was driven by the (i) addition of senior technology leadership, (ii) shifts in reporting structure to better align departmental accountability and facilitate more efficient delivery of technology products, and (iii) higher hosted facility costs driven by increased production demands and the expiration of the leased office space on July 31, 2025.
Selling, general and
administrative expenses reflect an increase in the first quarter of fiscal 2026
and 2025 due to recording sales tax in prior periods. Overall, selling general and administrative expenses increased approximately $14 thousand, or 1%, for the first quarter of fiscal 2026 compared to the same period of fiscal 2025. The increase is driven by an increase in professional fees, which the Company believes will be temporary.
Other income reflects a
decrease in the first quarter of fiscal 2026 and 2025 due to interest expense
associated with recording sales tax and income tax in prior periods. Overall, other income decreased approximately $17 thousand, or 11%, for the first quarter of fiscal 2026 compared to the same period of fiscal 2025. Short-term interest rate levels on institutional U.S. Government money market funds were lower in fiscal 2026 relative to fiscal 2025.
Future Operations
The Company over time intends to expand its operations by expanding the breadth and depth of its product and service offerings and by introducing new and complementary products. Gross margins attributable to new business areas may be lower than those associated with the Company’s existing business activities.
The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues. To a large extent, these costs do not vary with revenue. Sales and operating results generally depend on the Company’s ability to attract and retain subscribers as well as the volume and timing of the subscriptions for the Company’s products, which are difficult to forecast. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service, marketing or acquisition decisions that could have a material adverse effect on its business, prospects, financial condition and results of operations.
Achieving greater profitability depends on the Company’s ability to generate and sustain increased revenue levels. The Company believes that its success will depend in large part on its ability to (i) increase its brand awareness, (ii) provide its subscribers with outstanding value, thus encouraging renewals, and (iii) achieve sufficient sales volume to realize economies of scale. Accordingly, the Company intends to continue to invest in product development, operating infrastructure, marketing and promotion. The Company believes that these expenditures will help it to sustain the revenue growth it has experienced over the last several years. The Company anticipates that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues into 2026 and future periods as the Company continues to expand its business on a worldwide basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues into 2026 and future periods because it expects to employ more development personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as some of these expenditures are discretionary in nature, the Company expects that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these objectives within a meaningful time frame.
The Company expects to experience fluctuations in its future quarterly operating results due to a variety of factors, some of which are outside the Company’s control. Factors that may adversely affect the Company’s quarterly operating results include, among others, (i) the Company’s ability to retain existing subscribers, attract new subscribers at a steady rate and maintain customer satisfaction, (ii) the Company’s ability to maintain margins in its existing business and in future product lines and markets, (iii) the development of new services and products by the Company and its competitors, (iv) price competition, (v) the Company’s ability to obtain products and services from its vendors, including information suppliers, on commercially reasonable terms, (vi) the Company’s ability to upgrade and develop its systems and infrastructure, and adapt to technological change, (vii) the Company’s ability to attract and retain personnel in a timely and effective manner, (viii) the Company’s ability to manage effectively its development of new business segments and markets, (ix) the Company’s ability to successfully manage the integration of operations and technology of acquisitions or other business combinations, (x) technical difficulties, system downtime, cybersecurity breaches, or Internet brownouts, (xi) uncertainties related to AI, (xii) the amount and timing of operating costs and capital expenditures relating to the Company’s business, operations and infrastructure, (xiii) governmental regulation and
taxation policies, including undetermined state tax obligations and their
settlement and resolution, (xiv) disruptions in service by common carriers due to strikes or otherwise, (xv) risks of fire or other casualty, (xvi) litigation costs or other unanticipated expenses, (xvii) interest rate risks and inflationary pressures, and (xviii) general economic conditions and economic conditions specific to the Internet and online commerce.
Due to the foregoing factors, the Company believes that period-to-period comparisons of its operating revenues and results are not necessarily meaningful and should not be relied on as an indication of future performance.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained herein, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding our results of operations; financial position and performance; liquidity and our ability to fund business operations and initiatives; capital expenditure; business strategies, plans and goals, including those related to marketing, expansion of our business; industry trends; general economic conditions, including inflation, interest rates and other pricing pressures that could impact our operating margins; expectations regarding consumer behaviors and trends; human resource management; and our objectives for future operations. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” “likely,” “opportunity,” “may,” “could,” “outlook,” “can,” “trend,” “might,” “drives,” “hope,” “potential,” “project,” “predict,” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based largely on our current expectations and projections about future events and financial or other trends that the Company believes may affect our business. Any forward-looking statement speaks only as of the date it is made. These forward-looking statements are subject to inherent uncertainties, risks, changes in circumstances and other important factors that are difficult to predict. Moreover, the Company operates in a very competitive and rapidly changing environment in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can the Company assess the impact of all important factors on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed may not occur and our financial condition and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. The Company cautions you therefore against relying on these forward-looking statements. Some of the important factors that could cause actual results to differ from our expectations include regional, national, or global political, economic, business, competitive, market and regulatory conditions and the other important factors included in this report under sections captioned “Results of Operations,” and “Future Operations,” among others, as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company qualifies all of its forward-looking statements by these cautionary statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Evaluation of Disclosure Controls and Procedures (restated)
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that all material information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 are accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to a material weakness, as further described below.
Material Weakness in Internal Control Over Financial Reporting (restated)
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed in the Company’s Current Report on Form 8-K filed on August 6, 2026, following a nexus study conducted with an external tax advisor, the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. In connection with the foregoing, the Company identified a material weakness in the Company’s internal control over financial reporting and concluded that the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements were ineffective.
Remediation Plan
The Company’s management has created a plan of remediation to address the material weakness. The Company is pursuing VDAs to mitigate future exposure based on counsel from its tax advisor. For each of the states impacted, the Company is in various stages of VDA process, including review, submission, acceptance and payment. In addition, the Company has engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence, ensuring that the Company is aware of ensuing new jurisdictions that are approaching qualifying thresholds and subsequently supporting the registration, filing, and payment submission in those jurisdictions.
Changes in Internal Control Over Financial Reporting
Other than as described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
PART II. OTHER INFORMATION
During the first quarter of 2026, no director or officer of the Company adopted terminated
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|
Separation Agreement between David Reiner and the Company dated March 19, 2026 (incorporated by reference from Form 8-K/A filed April 1, 2026)#
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
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101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
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101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
# Management compensatory arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CREDITRISKMONITOR.COM, INC.
|
|
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|
(REGISTRANT)
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Date: August 19, 2026
|
By:
|
/s/ Jennifer Gerold
|
|
|
|
Jennifer Gerold
|
|
|
|
Chief Financial Officer
|
19